BIOHITECH GLOBAL, INC. (OTCMKTS:BHTG) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
Commencing December 28, 2016, BioHiTech Global, Inc. (the “Registrant”) entered into a series of Securities Purchase Agreements (individually, the “Purchase Agreement”) with certain accredited investors (the “Investors”), to which the Registrant agreed to sell and the Investors agreed to purchase, in a private placement offering (the “Offering”), an aggregate of 200,000 shares of the Registrant’s newly created Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Shares”) at the price of $5.00 per Series B Shares and warrants (the “Warrants”) to purchase 111,111 shares of the Registrant’s common stock, par value $0.0001 per share (the “Common Stock”) at an exercise price of $5.00 per share, for an aggregate offering amount of $1,000,000. The proceeds of the Offering were held in escrow until the minimum offering amount of $450,000 was sold by the Registrant (the “Initial Closing”). Following the Initial Closing, the escrow agent released and will continue to release the proceeds directly to the Registrant.
The Series B Shares are convertible at any time by the Investors, into shares of Common Stock at the rate of one share of Common Stock for $4.50 of stated value of Series B Shares converted. The conversion rate is subject to adjustment for stock splits, reclassification and issuance of certain Securities at a purchase price per share below the conversion price. The Series B Shares automatically convert into Common Stock on the earliest of the date (i) the Common Stock is listed on a National Securities Exchange; (ii) a fundamental transaction, which is defined as effectively a change in control of the voting capital stock or transfer of substantially all of the assets of the Registrant; (iii) of an underwritten public offering in an amount not less than $3,000,000, or (iv) December 1, 2018. The Series B Shares are entitled to receive dividends, at the rate of six percent (6%) until their conversion into Common Stock. The Series B Shares rank senior to the Registrant’s Common Stock with respect to dividends, distributions and payments on liquidation but junior to all existing and future indebtedness and any class of preferred stock.
The Registrant also granted the Investors certain piggy-back registration rights with respect to the shares of Common Stock underlying the conversion of the Series B Shares and the exercise of the Warrants and anti-dilution rights with respect to the conversion price of the Series B Shares.
The Registrant engaged a placement agent in connection with the Offering who received cash in the amount of 7% of the Offering Amount and warrants to purchase 3% of the Shares of Common Stock underlying the shares of Series B Shares sold, at an exercise price of $5.50 per share.
The foregoing description of the terms and conditions of the Agreement, the Warrants and the Certificate of Designation is only a summary and is qualified in its entirety by the full text of the Agreement, the Warrants and the Certificate of Designation. For an understanding of their terms and provisions, reference should be made to the Certificate of Designation, the Form of Common Stock Purchase Warrant and the Securities Purchase Agreement attached this Current Report on Form 8-K as Exhibits 4.1, 4.2 and 10.1, respectively, and are incorporated herein by reference.
This Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties. The risks and uncertainties involved include the dilution to current stockholders as a result of the potential purchase price discount offered to the Investor, and the market overhang of shares available for sale that may develop as a result of the subsequent sale by the Investor of the shares of Common Stock underlying the Series B Shares and the Warrants, as well as other risks detailed from time to time in the Registrant’s periodic filings with the Securities and Exchange Commission.
| Item 3.02. | Unregistered Sales of Equity Securities. |
The Series B Shares and Warrants were offered and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as provided in Rule 506(b) of Regulation D promulgated thereunder. Each of the offerings was made to an “accredited investor” (as defined by Rule 501 under the Securities Act). In addition, the sale of securities did not involve a public offering; the Registrant made no solicitation in connection with the sale other than communications with the investor; the Registrant obtained representations from the Investors regarding their investment intent, experience and sophistication; and the Investor either received or had access to adequate information about the Registrant in order to make an informed investment decision. The Series B Shares, Warrants and the Common Stock issuable upon conversion of the Series B Shares and exercise of the Warrants, have not been registered under the Securities Act or any other applicable securities laws, and unless so registered, may not be offered or sold in the United States except to an exemption from the registration requirements of the Securities Act.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
BIOHITECH GLOBAL, INC. ExhibitEX-4.1 2 tv482637_ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 CERTIFICATE OF DESIGNATION OF SERIES B CONVERTIBLE PREFERRED STOCK OF BIOHITECH GLOBAL,…To view the full exhibit click here
About BIOHITECH GLOBAL, INC. (OTCMKTS:BHTG)
BioHiTech Global, Inc. provides an environmentally friendly solution for food waste disposal. The Company, through its subsidiaries, BioHiTech America, LLC and BioHiTech Europe Limited, offers its customers various technologies integrating technological, biological and mechanical engineering solutions for the control, reduction and/or reuse of organic waste. It has a distribution license to sell, lease, use, distribute and manufacture the Eco-Safe Digester product. The Eco-Safe Digester is a data-driven, network-based mechanical/biological technology, which transforms food waste into nutrient-neutral water that can be disposed of via conventional sanitary sewer systems. The Eco-Safe Digester may be used by businesses in food service, hospitality, healthcare, government, conference centers, education centers or stadiums. Its Internet enabled system, the BioHiTech Cloud, streams data from the digesters, collects information from system users and integrates business application data.